Beijing Jindu (Guangzhou) law firm
About Fujian Ideal Jewellery Industrial Co.Ltd(002740)
Legal opinion of the fourth extraordinary general meeting of shareholders in 2001
To: Fujian Ideal Jewellery Industrial Co.Ltd(002740)
Beijing Jindu (Guangzhou) law firm (hereinafter referred to as “Jindu” or “the firm”) has accepted the entrustment of Fujian Ideal Jewellery Industrial Co.Ltd(002740) (hereinafter referred to as “the company”) and issued in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the China Securities Regulatory Commission The rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, administrative regulations, rules and normative documents in force in the people’s Republic of China (hereinafter referred to as China, excluding the Hong Kong Special Administrative Region, Macao Special administrative region and Taiwan) for the purpose of this legal opinion, as well as the articles of association in force (hereinafter referred to as the “articles of association”), we appointed our lawyer (hereinafter referred to as “handling lawyer” or “Jindu lawyer”) to attend the fourth extraordinary general meeting of shareholders in 2021 (hereinafter referred to as the “general meeting of shareholders”) held by the company on December 27, 2021, witnessed the relevant matters of the general meeting of shareholders and issued this legal opinion according to law.
In order to issue this legal opinion, lawyer Jindu reviewed the following documents provided by the company, including but not limited to: 1. Articles of Association; 2. The company published on cninfo.com on December 8, 2021（ http://www.cn.info.com..cn. ）And Shenzhen Stock Exchange website（ http://www.szse.cn./ ）The announcement on the resolution of the 57th meeting of the Fourth Board of directors of Fujian Fujian Ideal Jewellery Industrial Co.Ltd(002740) Jewelry Industry Co., Ltd., the announcement on the resolution of the 23rd Meeting of the Fourth Board of supervisors of Fujian Fujian Ideal Jewellery Industrial Co.Ltd(002740) Jewelry Industry Co., Ltd., and the notice of Fujian Ideal Jewellery Industrial Co.Ltd(002740) on convening the fourth interim general meeting of shareholders in 2021 (hereinafter referred to as the “Notice of general meeting”);
3. Issued by the independent director of the company and published on cninfo.com on December 8, 2021（ http://www.cn.info.com..cn. ）And Shenzhen Stock Exchange website（ http://www.szse.cn./ ）Independent opinions of Fujian Ideal Jewellery Industrial Co.Ltd(002740) independent directors on matters related to the 57th meeting of the Fourth Board of directors; 4. The company published on cninfo.com on November 23, 2021（ http://www.cn.info.com..cn. ）And Shenzhen Stock Exchange website（ http://www.szse.cn./ ）Announcement on the resolution of the 56th meeting of the 4th board of directors of Fujian Fujian Ideal Jewellery Industrial Co.Ltd(002740) Jewelry Industry Co., Ltd;
5. Issued by the independent director of the company and published on cninfo.com on November 23, 2021（ http://www.cn.info.com..cn. ）And Shenzhen Stock Exchange website（ http://www.szse.cn./ ）Independent opinions of Fujian Ideal Jewellery Industrial Co.Ltd(002740) independent directors on matters related to the 56th meeting of the Fourth Board of directors; 6. The company published on cninfo.com on September 17, 2021（ http://www.cn.info.com..cn. ）And Shenzhen Stock Exchange website（ http://www.szse.cn./ ）Announcement on the resolution of the 54th meeting of the 4th board of directors of Fujian Fujian Ideal Jewellery Industrial Co.Ltd(002740) Jewelry Industry Co., Ltd;
7. Issued by the independent director of the company and published on cninfo.com on September 17, 2021（ http://www.cn.info.com..cn. ）And Shenzhen Stock Exchange website（ http://www.szse.cn./ ）Independent directors of Fujian Ideal Jewellery Industrial Co.Ltd(002740)
Independent opinions on matters related to the 54th meeting of the 4th board of directors and prior approval opinions of Fujian Ideal Jewellery Industrial Co.Ltd(002740) independent directors on matters related to the 54th meeting of the 4th board of directors;
8. The register of shareholders on the equity registration date of the company’s general meeting of shareholders, the registration records and voucher materials of shareholders attending the on-site meeting, and the statistical results of online voting provided to the company by Shenzhen Securities Information Co., Ltd;
9. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
10. Other meeting documents related to the shareholders’ meeting.
The company has assured the exchange that it has disclosed to the exchange all facts sufficient to affect the issuance of this legal opinion, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, Kindu only expresses legal opinions on the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener, the voting procedures, and whether the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at the general meeting of shareholders and the authenticity and accuracy of the facts or data described in such proposals. Kindu only expresses its opinions in accordance with the current effective Chinese laws and regulations, and does not express its opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, Kindu has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified the relevant matters of the company’s general meeting of shareholders, Ensure that the facts identified in this legal opinion are true, accurate and complete, that the concluding opinions issued at this shareholders’ meeting are legal and accurate, and that there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities.
Kindu agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, this legal opinion shall not be used for any other purpose for any other person without Kindu’s consent.
The sum of the relevant data in this legal opinion and the itemized values is not equal to 100.0000%, which is caused by rounding.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, lawyer Jindu attended the general meeting of shareholders, verified the relevant facts of the convening and convening of the general meeting of shareholders and the documents provided by the company, and now issued the following legal opinions: I. convening of the general meeting of shareholders Convening procedure (I) convening of the general meeting of shareholders
On December 6, 2021, the company held the 57th meeting of the Fourth Board of directors, deliberated and adopted the proposal on proposing to convene the fourth extraordinary general meeting of shareholders in 2021, and decided to convene the fourth extraordinary general meeting of shareholders in 2021 on December 27, 2021.
On December 8, 2021, the company made an announcement on cninfo.com（ http://www.cn.info.com..cn. ）Shenzhen Stock Exchange website（ http://www.szse.cn./ ）The notice of the general meeting of shareholders was published on the information disclosure platform designated by the CSRC, and the company will hold the general meeting of shareholders on December 27, 2021. （2） Convening of this general meeting of shareholders
1. The general meeting of shareholders adopts the combination of on-site voting and online voting.
2、 The on-site meeting of the general meeting of shareholders will be held on December 27, 2021 (Monday) at 14:00 p.m. in the conference room on the 15th floor, block a, Shuibei 1, 3033 Buxin Road, Luohu District, Shenzhen, the on-site meeting was presided over by Chairman Li Yong. 3. The specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25, 9:30-11:30, 13:00-15:00 on December 27, 2021; the specific time of online voting through the Internet voting system of Shenzhen stock exchange is : any time from 9:15 a.m. on December 27, 2021 to 15:00 p.m. on December 27, 2021.
After verification by lawyer Jindu, the actual time, place and method of the shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation. Jindu believes that the convening and convening procedures of this general meeting of shareholders comply with the relevant provisions of laws, administrative regulations, rules of general meeting of shareholders and the articles of association. 2、 Qualifications of personnel and convener attending the general meeting of shareholders (I) qualifications of personnel attending / attending the general meeting of shareholders as nonvoting delegates
1. Personnel attending / attending on-site meetings
Lawyer Jindu checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate, legal representative certificate and / or power of attorney of the corporate shareholders attending the shareholders’ meeting, as well as the shareholder account card, personal identity certificate, power of attorney and identity certificate of the natural person shareholders attending the shareholders’ meeting, It is confirmed that there are 29 shareholders and shareholder representatives (or agents) attending the on-site meeting of the general meeting of shareholders, and the number of voting shares representing the company is 257195598, accounting for 56.6434% of the total voting shares of the company.
Directors, supervisors, Secretary of the board of directors and other senior managers of the company attended or attended the meeting as nonvoting delegates. The witness lawyer hired by the company and other personnel invited by the company attended the meeting as nonvoting delegates.
2. People participating in online voting
According to the online voting statistics provided by Shenzhen Securities Information Co., Ltd. to the company after the online voting of the general meeting of shareholders, there are 6 shareholders participating in the online voting of the general meeting of shareholders, representing 6337016 voting shares of the company, accounting for 1.3956% of the total voting shares of the company.
Shareholders and shareholders’ representatives attending on-site meetings and online voting (or agents) 35 persons in total, representing 263532614 voting shares of the company, accounting for 58.0390% of the total voting shares of the company. Among them, other shareholders (hereinafter referred to as “small and medium-sized investors”) except directors, supervisors and senior managers holding shares of the company, shareholders individually or jointly holding more than 5% of the shares of the company and persons acting in concert ）There are 17 in total, representing 14927252 voting shares of the company, accounting for 3.2875% of the total voting shares of the company.
The identity of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders has been verified by Shenzhen Securities Information Co., Ltd., and lawyer Jindu is unable to verify the qualification of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders comply with relevant laws, administrative regulations, normative documents and the articles of association, Kindu believes that the qualification of the meeting personnel attending the general meeting of shareholders meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association. （2） Convener qualification
The convener of the general meeting of shareholders is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules of the general meeting of shareholders and the articles of association. 3、 Propose a new motion
Witnessed by lawyer Jindu, no new proposal was put forward at the shareholders’ meeting. 4、 Voting procedures and results of the general meeting of shareholders (I) voting procedures of the general meeting of shareholders
The general meeting of shareholders will vote by combining on-site voting and online voting. The on-site meeting voted on the relevant proposals listed in the meeting notice item by item by means of on-site voting. The online voting was conducted through the online voting system according to the time period determined in the meeting notice. After the online voting, Shenzhen Securities Information Co., Ltd. provided the company with the online voting results. Shareholder representatives, supervisor representatives and lawyer Jin Du jointly monitored and counted the votes of on-site voting, combined and counted the voting results of on-site voting and online voting, and made separate statistics on the voting of small and medium-sized investors. The moderator announced the voting of the proposal in combination with the statistical results of on-site voting and online voting, and announced the adoption of the proposal according to the voting results. （2） Voting results of the general meeting of shareholders
Witnessed by our lawyers, the general meeting of shareholders considered the following proposals in accordance with laws, administrative regulations, rules of general meeting of shareholders and articles of association: 1 Proposal on adjusting the expected guarantee amount of Chengdu Shumao diamond Co., Ltd., a wholly-owned subsidiary, in 2021
Voting results: 174615587 shares were approved, accounting for 99.3539% of the total voting shares of shareholders and their representatives attending the meeting, 1135531 shares were opposed, accounting for 0.6461% of the total voting shares of shareholders and their representatives attending the meeting, and 0 shares were abstained, accounting for 0.0000% of the total voting shares of shareholders and their representatives attending the meeting.
The voting of small and medium-sized investors: 13791721 shares were agreed, accounting for 92.3929% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting, 1135531 shares were opposed, accounting for 7.6071% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting, and 0 shares were abstained, It accounts for 0.0000% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
For the deliberation of this proposal, Longyan cultural tourism Huijin Development Group Co., Ltd. and its concerted actor Longyan Yongsheng Development Co., Ltd
